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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 16, 2022
Date of Report (Date of earliest event reported)
ADVANCED MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-07882 | | 94-1692300 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
2485 Augustine Drive
Santa Clara, California 95054
(Address of principal executive offices) (Zip Code)
(408) 749-4000
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | AMD | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 16, 2022, Mr. John Caldwell, Lead Independent Director and Chair of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Advanced Micro Devices, Inc. (the “Company”), announced his retirement from the Board effective as of the same day. Mr. Caldwell has been a director of the Company since 2006 and served as Chairman of the Board from 2016 to February 2022. Mr. Caldwell’s decision to retire is not because of any disagreement with the Company.
Also on November 16, 2022, Ms. Nora Denzel was appointed as Lead Independent Director and Chair of the Nominating and Corporate Governance Committee by the Board of the Company. Ms. Denzel has served on the Board since 2014.
Item 7.01 Regulation FD Disclosure.
On November 16, 2022, the Company issued a press release announcing Mr. Caldwell’s retirement from the Board and the appointment of Ms. Denzel as Lead Independent Director. A copy of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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EXHIBIT INDEX | |
Exhibit No. | Description | |
99.1 | | |
104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: November 16, 2022 | | | ADVANCED MICRO DEVICES, INC. | |
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| | | By: | /s/ Harry Wolin | |
| | | Name: | Harry A. Wolin | |
| | | Title: | Senior Vice President, General Counsel and Corporate Secretary | |
